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To: luckyw who wrote (27287)4/9/1999 2:29:00 PM
From: Jim Wood  Respond to of 27968
 
ljw,

FSAAA members were briefed by email from Dick Lee yesterday. FAMH has promised transcripts by the 17th.

Regards,

Jim



To: luckyw who wrote (27287)4/9/1999 3:12:00 PM
From: R. Murphey  Read Replies (1) | Respond to of 27968
 
luckyw: Re: Meeting ....See posts below...

Message 8778346
Message 8787581

Some additional information has been transmitted to FSAAA groups via directed Email. Again, I'll defer further information, until the attendees have a chance to accumulate their notes and consult with counsel.

There are some happenings, issues, or results that FSAAA should not present publicly, or extensively expand upon, simply because the parties are in litigation. It's a strategy thing and FSAAA is not "playing" while pursuing objectives on behalf of "outside" shareholders. Tactically, it is not prudent to let the other side know all of the azimuths from which they'll be attacked. One, or a few, I expect, will certainly be taken aback by some of the surprises that are in store. Red faces are the order of the day and will probably be even more red, and deservedly so, IMOHO. Why management wants to be dragged through it all is beyond my understanding, but I feel I've seen it unfold before, with a different company. 'Tis a shame, and a waste of resources, but, that's part of what apparently got 'em here in the first place. Unfortunately, IMHO, the company lacks an outside board that would independently evaluate the situation and possibly shout "time out".

If there remain any readers who have not yet elected to support FSAAA, but are interested in changing their position, please contact Dick Lee or Dan Provost.

The extreme difficulties facing shareholders in obtaining legal proxies and getting appropriate proxies for FSAAA to vote at the meeting is not an indicator of support FSAAA is receiving. Today I heard of another legal group submitting their support with 200,000 to 300,000 shares, along with the appropriate contribution to the legal trust fund. So, are other lawyers supporting FSAAA's position? Sounds good to me, IMO.

Regards,
Bob.



To: luckyw who wrote (27287)4/9/1999 3:49:00 PM
From: Dick Lee  Read Replies (1) | Respond to of 27968
 
Luckyw: I would encourage you to join FSAAA. If you want to get up to the date information, FSAAA members are in the position to receive it. You can join either as a FS (financial supporter) or an S (supporter) member.

As we move closer to the hearing date, which may now occur the week of May 3 (it will probably last for 2 days), the less that is shared and commented on on the SI thread the better.

After it had been established that the meeting had met the quorum requirements, I moved to adjourn the meeting. Terry Shapiro seconded.

We argued the meeting was illegal and we should not proceed because the Record Date was 12/31/98. Given a meeting date of 4/7/99, we were clearly out of the "no sooner than 60 day and no less than 10 day window" required by the Texas Business Corporation Act. Mr Sultan, Firamada's attorney informed me the Record Date was March 25, 1999. We read to him the Record Date information given in the proxy materials sent out by the company (i.e., it's 12/31/98). He re-iterated it was March 25, 1998 and informed me I was out of order.

FSAAA and lead counsel Cleve Powell responded immediately to Mr Sultan and a letter was faxed to him the following day: The relevant sections of that letter are given below:

"As you know, I represent six Firamada shareholders in an action currently pending in Harris County, Texas for the appointment of a Receiver. I am writing for three reasons.

First of all, as you know, my clients have objected to the entire shareholders' meeting which occurred yesterday, April 7, 1999, on the grounds that the Record Date for identifying shareholders entitled to vote was set by the Board as of December 31, 1998. This was clearly
announced in the proxy materials, the notice of the meeting and was even specifically restated by the company in a press release {insert: dated March 30, 1999} addressing an alleged misprint on the proxy materials and ballots.

I am now informed by Mr. Dick Lee, my client who attended the meeting, that, when he moved to adjourn the meeting for the reason that it had been improperly called and the Record Date was in violation of the Texas Business Corporation Act, you stated that the Record Date for the meeting was March 25, 1999. This is totally contrary to all public announcements, to the information we obtained from ADP, etc. and was a complete surprise. Did you make this statement and, if so, could you please explain and support your contention?

You should be reminded that my clients are prepared, if necessary, to file an appropriate action to have the results of the meeting voided through a declaratory judgment action and/or to recover their costs and damages caused as a result of such improper Record Date. In fact, I believe that Firamada's counsel in Houston, Texas has specifically argued that any shareholder damaged by such action has the right to sue for damages. Please be advised that it is certainly my clients'
intent to do so to the extent necessary to protect their rights."

As of today, we still have no response from Mr. Sultan.

The company was successful in passing all the resolutions and getting their five board members elected. We were introduced to the new members of the Firamada team, all of whom were very gracious in their welcome. Pam Taylor (President of Encompass Temporary Staffing), Dick Ward (The Controller), Steve Archer (Director of PEO Sales) and Robert Albi (Executive VP and responsible for investor relations). I would not want Albi's job. His problem is "He doesn't know what he doesn't know." We were invited back to the offices after the meeting and took a tour. The new Temporary Staffing unit is well appointed. Pam stated she believes that Encompass will do $6 million in sales in 1999.

From an FSAAA standpoint, we achieved our goals - we did not expect to win on the votes (The process of asking individuals to request legal proxies, fill out substitute proxies, fax them to point A and to do so under a deadline is a tough proposition).

I can assure you FSAAA's presence was felt. Mr Adam appeared to be very uncomfortable throughout the meeting and constantly referred to Mr. Sultan for advise. We questioned him and others on most of the proposals (I'm estimating we asked more than 100 questions). Some were answered while many were not answered at all or the answers were unsatifactory. We were cordial but direct and focused on the issues at hand.

As Jim Wood has indicated, the entire proceeding was taped and we were promised by Mr. Sultan that the transcription will be completed within 10 calendar days.

FSAAA is now preparing for depositions and the hearing for the appointment of a Receiver. We feel we have a very strong case and we are focused on winning in Harris County. The minority shareholders have taken it on the chin courtesy of Mr. Adam. We will not fold up our tent and walk away with our tails between our legs. We are standing up and will be counted. Mr. Adam's performance will not go unchallenged and we will call him to account.

FSAAA intends to win the war. Our ranks continue to expand. Today a company owning a very large block of shares signed on as an FSAAA member.

IF YOU HAVEN'T JOINED FSAAA, YOU NEED TO NOW!!! YOU ARE RUNNING OUT OF TIME. FILL OUT A FSAAA MEMBERSHIP FORM AND SEND IT TO CLEVE POWELL'S OFFICE. IF YOU DON'T HAVE ONE, CONTACT ME (RKLlee@aol.com) OR DAN PROVOST (dpp.dfw@worldnet.att.net) AND WE'LL SEND ONE TO YOU.

I DO NOT INTEND TO SPEND MUCH TIME POSTING ON THE SI THREAD ANY MORE. FSAAA MEMBERS DESERVE THE ATTENTION AND THEY WILL RECEIVE IT.... JOIN FSAAA NOW.

With best regards, LTBFV through FSAAA, Dick



To: luckyw who wrote (27287)4/11/1999 1:42:00 PM
From: Jim Johnson  Read Replies (1) | Respond to of 27968
 
Lucky,

You'd never believe how good it FEELS to actually do something to make these people, especially AA, be accountable for their actions! Instead of gripe and complain and carry on, you and others have the opportunity to actually DO something here! And it FEELS great!!!!

Jim J <very small stockholder, but very big on FSAAA>